Anxiety disorders are common among older adults, yet there is little information on risk or protective factors. Increased understanding of the developmental trajectory of late-life anxiety is needed to improve interventions and reduce the prevalence of these common conditions. In the three proposed studies, we use sequential regression analysis and path analysis to test whether specific, malleable psychological characteristics (affective traits) interact with specific late-life developmental changes or general stressors to produce excessive concern about health status, cognitive functioning, or reactivity to other stressors. We test whether health concerns, cognitive functioning concerns and stress reactivity lead to increased anxiety symptoms at three future time points. Six preliminary studies with older adults that evaluate specific aspects of the proposed model are reviewed. Associations were found between fear of anxiety and panic symptoms in preliminary study 1. In preliminary study 2, specific negative affect (NA) traits predicted coping with the rigors of ventilator weaning and early weaning success. In preliminary study 3, several NA traits predicted unique variance in health distress/illness fears (HD) and affective traits interacted with objective health status to predict HD. Older adults with more health difficulties and higher scores on a measure of the fear of anxiety-related bodily sensations experienced more HD. In preliminary study 4, roughly equal levels of subjective memory complaints (SMCs) were found in cognitively intact, mildly impaired, and significantly impaired older adults, and depression score correlated with these complaints. In preliminary study 5, mental incapacitation fear, a component of a fear of anxiety, predicted SMCs after controlling objective memory functioning and other NA traits. Relations between core affective traits and HD were evaluated in preliminary study 6 in an ethnically diverse, older adult sample. In preliminary data analysis, depression (D), Trait anxiety (TA) and anxiety sensitivity (AS) were correlated with HD (re = .59, .66, .40) and HD correlated with scores on the Hamilton Anxiety Rating Scale (HARS; r =.75, p<.05). In Proposed Study 1, a longitudinal analysis is employed to determine relations between health status, D, TA, AS, HD, and anxiety symptoms and disorders in 350 cognitively intact participants. We test a moderator-mediator model and predict that NA traits at time 1 will interact with objective health status producing increased HD at times 2, 3, and 4. We predict that older adults with more health problems and elevated NA traits will experience more HD, and that HD at time 2,3, or 4 will mediate the relation between health status X NA and anxiety symptoms or disorders. In Proposed Study 2, we evaluate relations between cognitive functioning, NA traits, SMCs and anxiety symptoms and disorders in cognitively intact and mild cognitively impaired older adults. We predict that specific NA traits at time 1 will interact with objective memory functioning to predict SMCs at time 2,3, and 4. We predict that SMCs at time 2, 3, and 4 will mediate the relationship between memory functioning X NA traits and anxiety symptoms or disorders at time 2,3 and 4. In Proposed Study 3, our model is tested with stressful life events as the moderator and perceived stress as the mediator. Participants will be 350 older adults 65-years of age or older. Participants will be independent, community-dwelling, older adults or older adults residing in retirement communities and supported living settings. Participants will be ethnically diverse and will be recruited from multiple sites. The proposed studies will provide a basic understanding of the impact of late-life developmental changes (e.g., increased health difficulties; cognitive decline; general stress) on anxiety symptoms and disorders and the role emotion (reflective of long-standing affective traits or late-life affect changes) play in adjusting to age-related changes. Elucidation of these core processes may lead to future refinements in anxiety disorder interventions or the development of prevention programs.